Exhibit
10.6


 


ADMINISTRATIVE
SERVICES AGREEMENT


Metal
Sky Star Acquisition Corporation


132
West 31st Street, First Floor

New York, NY 10001


 


	 	Dated as
    of March 31, 2022


 


M-Star
Management Corporation


 


Ladies
and Gentlemen:


 


This
letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”)
that any securities of Metal Sky Star Acquisition Corporation (the “Company”) registered on the Company’s
registration statement (the “Registration Statement”) for its initial public offering (the “IPO”)
are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business
combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter
referred to as the “Termination Date”), M-Star Management Corporation (“M-Star”)
shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by
the Company from time to time, situated at 132 West 31st Street, First Floor, New York, NY 10001 (or any successor location). In exchange
therefor, the Company shall pay M-Star the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the
Termination Date.


 


M-Star
hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies that may be set aside
in a trust account (the “Trust Account”) that may be established upon the consummation of the IPO as a result
of this letter agreement (the “Claim”) and hereby irrevocably waives any Claim it may have in the future as
a result of, or arising out of, this letter agreement and will not seek recourse against the Trust Account for any reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


Any
litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance
with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


 


[signature
page follows]


 






     


     


    

 


	 	Very
    truly yours,
	 	 
	 	METAL
    SKY STAR ACQUISITION CORPORATION
	 	 
	 	By:	/s/
    Man Chak Leung
	 	Name:	 Man Chak Leung 
	 	Title: 	Chief Executive Officer


 


	AGREED
TO AND ACCEPTED BY:	 
	 	 
	M-Star
    Management Coporation	 
	 	 
	By:	/s/
    Man Chak Leung	 
	Name: 	Man Chak Leung	 
	Title: 	Director